Deal in the works since June 2016!!!!Pages 37, 38 and 39 of the Mamagement Information Circular (dsicussions over years and TWO OTHER PARTIES ARE PERFORMING DUE DILIGENCE):
The following is a summary of the principal events that preceded the public announcement of the execution of the Arrangement Agreement on February 13, 2023.
On June 8, 2016, Sabina and B2Gold executed an initial confidentiality agreement, with both parties agreeing to a two-year term. The confidentiality agreement provided for the disclosure of Sabina confidential and proprietary information to B2Gold, including technical files related to the Company Technical Report to B2Gold. No meaningful discussions regarding a transaction resulted.
On August 26, 2021, Sabina and B2Gold executed a second Confidentiality Agreement with both parties agreeing to a two-year term.
In January 2022, Sabina was making substantial progress on a comprehensive funding solution for the Goose Mine at Back River. At this time B2Gold approached Sabina in respect of a potential transaction involving both parties. However, those discussions did not lead to a formal proposal.
On February 8, 2022, Sabina announced a comprehensive US$520 million financing package for the Goose Mine at Back River. Discussions between Sabina and B2Gold continued sporadically throughout the first half of 2022. B2Gold continued to have reasonable access to the Company’s confidential information under the terms of the second Confidentiality Agreement.
On June 7, 2022, B2Gold presented Sabina with an unsolicited, non-binding letter of intent setting out the terms of a proposal to acquire 100% of the issued Sabina Shares at an implied offer price of C$1.60 per Sabina Share comprised of equity and up to 50% cash. The offer represented a premium of 34% to the trading price of Sabina Shares on the last trading day prior to the submission of the offer. After receiving the advice of the Company’s legal and financial advisors, the Board rejected the offer on the basis that it did not provide an attractive valuation of the Company relative to the Company’s stand-alone prospects or the value that could be achieved in a full auction of the Company. While the offer was rejected, B2Gold continued to have access to the Company’s confidential information in the event that it wished to submit another offer.
At the time of the submission of the Proposal, the Company had three active parties (including B2Gold) under signed confidentiality agreements. As with B2Gold, the other two parties (the “Other Parties”) had accessed the Company’s confidential information and engaged in high level discussions about a potential offer. However, while the Other Parties were still actively engaging in diligence, no formal offers had been received from any of the Other Parties.